In this Agreement the following terms shall have the following meanings:
Agreement – these terms and conditions and any Order Form or other attachment hereto;
Authorised Representative – the person notified in writing as such by either party;
Change Request – a request for a change to the Goods and/or Services made by either the Customer or EAST BLOCK GROUP;
Charges – any fee payable by Customer to East Block Group including without limitation those fees set out in any associated Order Form;
Customer – the party named as such in any associated Order Form;
East Block Group – East Block Group Limited (trading as East Block Group) of The Colchester Centre, Hawkins Road, Colchester, Essex, CO2 8JX
Location – any Customer premises at which Goods are installed or Services are performed;
Order Form – a document named as such and attached to these terms; and
Services – any services requested by Customer to be supplied by East Block Group including without limitation the services detailed in an attached Order Form.
1.1 East Block Group shall supply to the Customer the Goods and/or Services subject to the terms and conditions of this Agreement.
1.2 In the event of any ambiguity or conflict between provisions comprised in these terms and conditions, and the provisions comprised in any Order Form or attachment, the provisions comprised in these terms and conditions shall prevail.
2.1 All orders placed by the Customer are subject to written acceptance by East Block Group.
2.2 If either party identifies a requirement for a change to its order in respect of Goods and/or Services, it shall send a Change Request to the other party detailing the change requirements. If sent by East Block Group, the Change Request shall state the effect such a change shall have on the Order Form and Charges. If sent by Customer, the receipt of the Change Request by East Block Group will constitute a request to East Block Group to state in writing the effect such a change shall have on the Order Form and Charges. East Block Group shall use reasonable endeavors to supply such information within 21 working days from receipt of the Change Request.
2.3 Where the implementation of a Change Request necessitates an increase to the Charges, the basis for calculating the additional cost for the change shall be East Block Group’s prevailing rates which are available upon written request to East Block Group. The parties will then decide whether or not to implement the change. If the change is implemented, the amended order form and charges shall be deemed the Order Form and Charges for the purpose of this Agreement. If the change is not implemented, the Order Form and Charges shall remain in force unamended.
3.1 In consideration of East Block Group supplying the Goods and Services the Customer shall pay to East Block Group the Charges.
3.2 All Charges are expressed exclusive of all taxes, including without limitation value added tax, which shall be invoiced to and paid by the Customer at the applicable rate.
3.3 EAST BLOCK GROUP reserves the right upon 5 days’ written notice to the Customer at any time before Delivery to vary the Charges to reflect any increase in the cost of Goods and Services to EAST BLOCK GROUP.
4.1 EAST BLOCK GROUP shall invoice the Customer for the Charges due at any time after the Completion Date.
4.2 The Customer shall pay all invoices no later than 7 days after the date of the invoice or as stated on the individual invoice.
4.3 All payments hereunder shall be made in pound sterling.
4.4 Without prejudice to any other right or remedy, East Block Group may charge interest on any Charges due from the Customer to East Block Group under this Agreement which are not paid by the due date, at a rate of 4% above the base rate of HSBC Bank Plc. accruing daily from the due date for payment until payment in full has been made.
4.5 Any Charges which are periodic in nature are subject to annual review upon not less than 7 days’ prior written notice from EAST BLOCK GROUP.
5 Limitation of Liability
5.1 East Block Group shall in no event be liable to the Customer for any of the following however and whenever arising: any indirect, consequential, special, or punitive loss, damage, costs and expenses; loss of profit; loss of business; loss of reputation; depletion of goodwill; or loss of damage to or corruption of data.
5.2 Each party agrees that the limitations of liability contained in this Agreement have been discussed, negotiated, and agreed between the parties and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.
5.3 East Block Group does NOT exclude or limit liability to the Customer for fraudulent misrepresentation.
5.4 East Block Group does NOT exclude the Customer’s statutory rights.
6 Force Majeure
6.1 East Block Group will be under no liability to the Customer for damage, delay or any other matters of that nature whatsoever arising from any event or action outside of its reasonable control, including, without limitation, war, rebellion, civil disturbance, strikes, lock outs and industrial disputes, fire, explosion, earthquake, Acts of God, flood, drought or bad weather or other act or order by any Government department, Council, or other constituted body (‘‘Force Majeure’’) provided always that East Block Group will use its reasonable endeavors (but without an obligation to incur cost) to minimise the period of disruption caused by Force Majeure.
7.1 Either party may terminate an Agreement by giving 90 days written notice where:
7.1.1 The other party commits any breach of this Agreement and fails to remedy such breach within 30 days.
7.1.2 The other party becomes bankrupt or compounds or makes any arrangement with or for the benefits of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution will be threatened or levied upon any